General Terms and Conditions of Steinberg Media Technologies GmbH

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Section 1 - Scope of application

Steinberg Media Technologies GmbH ("Steinberg") shall supply all deliveries and performances exclusively on the basis of these General Terms and Conditions.

We shall not recognize any General Terms and Conditions of the customer that may differ entirely or partially from these General Terms and Conditions unless we have consented to those General Terms and Conditions in writing. These General Terms and Conditions shall also apply if and when our deliveries and performances are supplied unconditionally in full knowledge of the contradictory nature of the customer's General Terms and Conditions.

These General Terms and Conditions shall also apply in the business relations between enterprises (companies and businessmen/merchants) to all future business of the parties.

Steinberg is entitled to modify or supplement these terms and conditions at any time subject to an appropriate term of notification. Should the customer not object to the modified conditions within two weeks after receipt of the modification notice, at the latest, however, by the date the modifications in the notification are to take effect, said modifications shall enter into full force and effect in accordance with the notification. Steinberg will point out it to the customer in the modification notice.

Section 2 - Conclusion/contents/termination of the contract

All offers and prices are non-binding.

The contract shall be deemed as concluded upon written confirmation of the order by Steinberg or upon first fulfillment action regarding said order by Steinberg.

If the customer is an enterprise, basically only the product description from Steinberg shall be deemed as agreed upon as the quality of the goods. Public statements, sales pitches and advertisements do not represent a quality description of the purchased product.

To the extent that Steinberg makes the customer individual offers, these shall be made exclusively on the basis of the information provided by the customer with regard to the EDP system specified by the customer. For this reason the customer shall bear the risk as to whether or not the products offered on this basis correspond to his wishes and requirements. If the customer would like to agree upon binding standards deviating here from, he must put this in writing. Said request shall enter into effect once it has been countersigned by Steinberg.

To the extent that revocation of the contract is permitted by law or in accordance with the agreement concluded with Steinberg, said revocation must be submitted in writing.

Section 3 - Delivery and performance obligations

Steinberg shall supply the deliveries due in accordance with the contract within the contractually stipulated delivery times. Unless otherwise explicitly agreed upon, all delivery times are approximated. Delivery times are subject to timely and correct receipt of shipment receivables at Steinberg and shall be extended independently here from by the time period in which Steinberg is hindered by circumstances beyond its control (e.g. labor dispute, force majeure, or similar circumstances) from delivering the products on time. The same shall apply for the time period in which is waiting for the customer's performance of its duty to cooperate, which is required for the delivery of the products. Steinberg shall always inform the customer of any foreseeable delays and shall make every effort to deliver the products on time. In the event of an incorrect or partial delivery, Steinberg shall be obligated to proper delivery of the ordered goods.

Steinberg shall not be responsible for the complete or partial failure of its product to perform (malfunction) if said failure is caused by use or treatment different than specified in the description by the customer or a third party, whose actions are attributable to the customer. The same applies if the customer uses its own hard or software or other material that is not explicitly described as suitableby Steinberg for Steinberg products, thus causing the malfunction. The same shall apply if the customer does not cooperate with Steinberg to the extent necessary in the analysis and/or elimination of the malfunction.

In delivering the products, which according to the agreement presuppose the customer's use of the Internet, Steinberg shall be responsible for the regularity of data traffic within the Steinberg network and such connecting networks for which it has explicitly assumed responsibility. The customer accepts that Steinberg is not accountable for failure to deliver caused by impairment of data traffic on the Internet outside of the scope of influence of Steinberg as mentioned and defined above.

Steinberg's performance does not include installation and other accompanying services, unless explicitly agreed upon between the parties in writing. Even if an installation is owed based on an express written agreement, this contains the installation of the performance object (product) to the given surroundings of the customer. This does not include any further performances, in particular . Steinberg shall not be obligated to adapt the customer's currently existing programs to the delivered software and/or a user introduction. This shall also apply if the customer's currently existing programs were purchased from Steinberg.

If the customer is an enterprise and the products are to be shipped by Steinberg, the risk of accidental loss or accidental deterioration shall transfer to the customer once the products have been handed over to the freight forwarder/shipping agent. For shipments carried out by Steinberg itself, the risk shall transfer upon delivery to the customer. The same shall apply for partial shipments and if freight prepaid shipment has been arranged.

If it has been arranged for products, in particular software from Steinberg, to be called up via the Internet, Steinberg warrants (gewährleistet) the availability of its web server for 98% of the time on a yearly average. Further, from the availabiltiy times are excluded, when it cannot be accessed via the Internet due to difficulties that are outside the scope of influence of Steinberg (force majeure, third party fault, or similar circumstances).

Steinberg may block access of unknown computers or services in its infrastructure temporarily if such a block is necessary in order to protect the infrastructure of the network operated by Steinberg or its customers against acute danger and Steinberg is not responsible for this dangerous situation.

Section 4 - Customer's obligation to cooperate

The customer shall be obligated to fulfill the contractually agreed cooperation obligations (in particular information concerning the EDP system currently in use as well as the hardware expansion categorically planned) within the deadlines contractually agreed upon on a case to case basis.

Should the customer not fulfill his cooperation obligations even after having received an appropriate grace period set by Steinberg, Steinberg shall at its discretion be entitled to temporarily stop shipment on all deliveries or a portion of deliveries or to cancel the contract and to demand as compensation all expenses incurred thus far plus the loss of earnings.

Section 5 - Prices and terms of payment

The amount and due date of the purchase price are determined in the contract with the customer. (i) In relation to consumers the mentioned prices are total prices. (ii) In relation to enterprises, prices do not include VAT and are net prices. The prices of Steinberg shall be valid as of its registered place of business in Hamburg. They do not include (if shipment is necessary or agreed upon) packing, freight, postage, insurance and other shipping costs.

Invoices are due and payable within 30 days of the invoice date without deductions by way of bank transfer to one of the accounts of Steinberg. Discounts shall only be granted subject to an explicit written agreement. Should facts come to light after the contact has been concluded that from an objective point of view would damage the customer's credit rating, all receivables owing shall become immediately due and payable. In this case, Steinberg shall be entitled to ship on a cash in advance basis or only if collateral is provided.

Belated changes to purchase orders at the customer's request including additional expenses incurred by said change shall be invoiced separately to the customer in accordance with the price list of Steinberg.

Section 6 - Third-party rights, copyrights and licenses

In relation to customers, which are enterprises, the following applies to defects of title: Should a third party assert the violation of rights vis-а-vis the customer that should prevent the contractual usage of the products delivered to the customer, the customer must inform Steinberg forthwith in writing of said claims. The customer will leave the defence alone and at the expense of Steinberg to Steinberg against these claims out of court and in court and also provide every reasonable support. In particular, the customer has to provide information as possible in writing, how he has used the product.

SAs far as rights of third parties are infringed, Steinberg can at its discretion provide supplementary performance that she

a) obtains from the rights holder the sufficient rights in favour of the customer for the purposes of this contract, or

b) modifies the corresponding product without effects on the function or only with acceptable effects for the customer, or what

c) exchanges the corresponding product by another product without effects on the function or only with acceptable effects for the customer, whose contractual use does not violate any third party rights, or

d) delivers a new product stand at whose contractual use no rights of third parties are violated.

If the elimination of the defect of title is not possible within two attemps of improvements, the customer is entitled to set Steinberg a last extension and to point out in writing that he decreases the price adequately or withdraws at renewed failure. A withdrawal is coming into consideration at a considerable defect of title only.

The customer shall receive the non-exclusive , perpetual, non-transferable right to use the contractual products in accordance with the contract. The rights of use shall be transferred once payment has been made in full.

The copyright as well as the source code for created programs shall remain with Steinberg. Without prior consent from Steinberg, it is fundamentally forbidden for the customer to modify, translate, reverse-engineer, decompile, or disassemble the software or the pertinent material or to produce works derived from the software, unless this is permitted by law. The customer may not change labels, copyright notices and ownership information of Steinberg products.

If the right to use Steinberg products granted to the customer should end due to a legal or contractual right of cancellation of the contract, the customer must return all data carriers with programs, any copies, written documentation and advertising aids to Steinberg. The customer must delete all saved programs from his computer system, unless and as long as he is obligated due to compulsory legal provisions to keep them for a longer period of time. The customer shall surrender to Steinberg all other objects and documents forthwith, at the latest, however, two weeks after cancellation of the contract. If the customer is an enterprise, the surrender shall be carried out at his own expense and his own risk.

The customer undertakes to ensure through suitable precautionary measures (e.g. secrecy of passwords) that the unauthorized third-party use of the products delivered by Steinberg in the meaning mentioned above shall not occur. In the event that the customer violates this obligation, Steinberg shall be entitled to terminate the contract without notice.

Section 7 - Reservation of ownership

Steinberg shall retain ownership of its products until it has received full payment arising from the concluded contract.

As far as the customer is an enterprise, the customer is permitted to resell the conditional commodity in the ordinary course of business to third parties (end customer) under reservation of ownership and under consideration of the due diligence of a responsible businessman; the customer, however, shall assign in advance to Steinberg all receivables due to him either now or later from the resale or from any other legal transaction with respect to the conditional commodity when they incur in the amount of the invoice value of the concluded contract between the customers and Steinberg. The customer shall remain entitled to collect these receivables as long as he duly fulfills his obligations vis-а-vis Steinberg. If the customer comes from this contract behind schedule with duties, Steinberg is entitled to the revocation of the resale authority and collection of the receivables. At the request of Steinberg, the customer then shall be obligated to inform the end customer of its advance assignment and to provide Steinberg with the information necessary for asserting its rights vis-а-vis the end customer and to surrender documentation. Should the conditional commodity of Steinberg be seized by a third party or affected in any other way, the customer shall be obligated to inform Steinberg immediately of said occurrence and to notify the third party of the security interests of Steinberg.

Insofar as the customer alters or processes the delivered conditional commodity for resale on a commercial basis, said alteration or processing shall be carried out for Steinberg, without incurring any obligation on the part of Steinberg. In the event that the conditional commodity is processed, combined or mixed with other commodities not belonging to Steinberg, Steinberg shall be entitled to co-ownership of the new object at a ratio of the invoiced value of the conditional commodity to the value of the processed commodities at the time it was processed, combined or mixed. Insofar as the customer purchases the sole ownership of the new object, he shall transfer at this point in time the co-ownership of the new object to Steinberg at a ratio of the invoiced value of the conditional commodity to the value of the remaining processed commodity at the time of its processing, combining or mixing, and shall keep the new object in safe custody for Steinberg with the due diligence of a responsible businessman.

Insofar as the customer resells the conditional commodity after it has been processed, combined or mixed or sells the new object achieved by processing, combining or mixing, subsection (2) shall apply with the proviso that the customer shall assign to Steinberg the receivables due to him from the resale to the end customer in the amount of the invoiced value of the processed, combined or mixed conditional commodities. This shall also apply if the conditional commodity, by way of processing, combining or mixing with other objects not belonging to Steinberg, has become an essential component of movable property.

Section 8 - Warranty

If the customer is an enterprise, the follwowing regulations apply:

The customer must verify conformity of the delivered products with the contract immediately upon receipt and must report any detected defects to us without delay. Should he neglect to promptly inspect the products and give notice of defects, the delivered products shall be deemed as accepted, unless the defect was not recognizable upon inspection. Defects detected at a later date should also be reported to Steinberg immediately; otherwise, the goods shall be deemed as accepted with regard to these defects. The notification of defects must be made in writing and the notified defect must be described in detail. Furthermore, Sections 377 et. seq.German Commercial Code (HGB) shall apply accordingly for all business entities.

The Steinberg warrants defects of the product vis-à-vis enterprises at her discretion by subsequent improvement or product replacement. Provided that the product has to be given back to Steinberg for the product replacement, the customer shall bear the costs of transportation. Should the subsequent improvement and/or product replacement fail twice, the customer shall have the right to set a reasonable time limit for the removal of defects. Should the subsequent improvement and/or product replacement even fail within this time limit, the customer shall be entitled to demand a reduction of the remuneration or, at his discretion, a withdrawal from contract. In case of an insignificant defect the withdrawal shall be excluded.

The claims regarding a defect are time-barred within one year (statute of limitation), beginning with the delivery of the product.

Section 9 - Limitation of liability

Irrespective of the legal grounds Steinberg shall only be liable to compensate or replace futile expenses in accordance with the following stipulations.

Steinberg shall be liable for damages caused by the intentional or grossly negligent conduct of Steinberg, its legal representatives, managerial employees or any other vicarious agents and damages arising from death, bodily damage and damage to health from the assumption of a guarantee or from a procurement risk as well as Steinberg's liability for damages pursuant to the Product Liability Act (Produkthaftungsgesetz). In the case of damage caused by the grossly negligent conduct of any other vicarious agents, the liability shall be limited to those damages which are typically to be expected within the scope of an agreement such as the present one. Any further liability under this Agreement shall be excluded.

In the case of damage caused neither by intentional nor by the grossly negligent conduct of Steinberg, Steinberg shall only be liable where an obligation is violated, the fulfillment of which is of particular significance to the achievement of the contractual purpose (cardinal obligation). In this case, the restrictions of liability pursuant to the foregoing subsection 9.1 sentences 2 and 3 shall apply. In case of Trial Version Software, the liability for damages according to this subsection shall be excluded.

This limitation of liability for Steinberg shall also apply for the benefit of Steinberg's employees in the event that any claims are filed directly against them.

Section 10 - Resale by the customer

Insofar as the customer himself resells the products delivered by Steinberg to a third party (end customer), he shall be obligated to refrain from any statements to the end customer at the time of resale with regard to characteristics of Steinberg or its products, which Steinberg has not expressly consented to in writing. The customer must refrain from everything that could adversely affect the good name and reputation of the products of Steinberg.

The customer authorized to resell the products shall not have the right to represent Steinberg on a contractual basis. The customer is obligated to avoid any semblance of entitlement to be in the capacity of establishing direct contractual relationships between Steinberg and the end customer, and must conclude contractual relations with the end customer without the inclusion of Steinberg. Steinberg shall be entitled to reject inquiries from the end customer as well as direct contact with the end customer.

In the event that the products are resold within the meaning of the previous paragraphs, the customer shall be obligated to oblige his end customer to comply with the General Terms and Conditions in order to protect the rights to which Steinberg is entitled and the integrity of its products as well as the corresponding provisions as set forth in individual contracts. The customer shall release Steinberg from third party claims that result from an infringement by the end customer upon the provisions concerned.

Section 11 - Assignment/set-off/right of retention

The customer may assign claims based on this contract directed against Steinberg to third parties only with the written consent of Steinberg.

Steinberg has the right to transfer its legal position arising from the contracts concluded with the customers to affiliated companies according to Sections 15 et. seq. German Stock Companies Act (Aktiengesetz - AktG) of the Steinberg group.

The customer may only effect a set-off against claims of Steinberg with undisputed and finally judged debts due and owing. The customer may only assert his right of retention insofar as it is based on the same contractual relationship.

Insofar as the customer falls in arrears with payment arising from an individual contract concluded with Steinberg, Steinberg may refuse to ship deliveries due within the framework of other business relationships with the customer until such time when the customer is no longer in arrears.

Section 12 - Final provisions

Every modification, supplement, side agreement or the partial or entire cancellation of the contract must be made in writing, as must the amendment or cancellation of the written form requirement. The written form requirement pursuant to these General Terms and Conditions shall also be complied with by way of declaration via telefax.

The laws of the Federal Republic of Germany shall apply exclusively for contracts concluded by Steinberg on the basis of these General Terms and Conditions and for all claims arising therefrom regardless of type excluding the application of the UN Convention on Contracts for the International Sale of Goods (CISG).

Exclusive jurisdiction and legal venue for all disputes arising from this contract shall be Hamburg, if the customer is a commercial businessman, legal entity of public law, public special estate or is without jurisdiction domestically.

Should provisions of these General Terms and Conditions and/or the contract be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be deemed to be replaced with a valid one that corresponds to the purpose of the agreement or at least comes closest to achieving the same commercial result originally intended by the contractual parties, had they been aware of the invalidity of the provision. The same shall apply for any incompleteness in the contract.

Terms of Use

This website, including any subsite accessible through the homepage www.steinberg.net and www.steinberg.de, (hereinafter "Site") is published and maintained by subsidiaries, affiliates and/or related entities of Steinberg Media Technologies GmbH (hereinafter "Steinberg"). Please note that when you enter any subsite accessible through this homepage, such subsite may have its own terms and conditions of use which is specific to such subsite. This Site may contain contests that require you to send in material or information about yourself or offer prizes. Each contest has its own rules, which you must read and agree to before you may enter. When you access, browse or use this Site you accept, without limitation or qualification, the terms and conditions set forth below and any additional terms and conditions of use set forth in any subsite.

Your right to use the Site and its contents

This Site is only for your personal use. You may download one (1) copy only of the Content to be used only by you for your personal use at home unless the subsite you are accessing states that you may not. If you download any Content from this Site, you may not remove any copyright or trademark notices or other notices that go with it. As long as you comply with the terms of these Terms and Conditions of Use, Steinberg grants you a non-exclusive, non-transferable, limited right to enter, display and use this Site.

Ownership

All materials on this Site, including but not limited to audio, images, software, text and video clips (the "Content"), are protected by copyright under international conventions and copyright laws. You cannot use the Content, except as specified herein. You agree to follow all instructions on this Site limiting the way you may use the Content. There are a number of proprietary logos, service marks and trademarks found on this Site. By making them available on this Site, Steinberg is not granting you any license to utilize those proprietary logos, service marks, or trademarks. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. You may not distribute, exchange, modify, sell or transmit anything you copy from this Site, including but not limited to any text, images, audio and video, for any business, commercial or public purpose. You agree not to interrupt or attempt to interrupt the operation of this Site in any way.

Using interactive functions and entering content on the Site

In special areas Steinberg enables you to communicate with Steinberg and third parties via the Site. Here you can enter textual content or submit content and applications. Steinberg assumes no liability or responsibility arising from the contents of any such communications.

Internet transmissions are never completely private or secure. You understand that any message or information you send to this Site may be read or intercepted by others unless there is a special notice that a particular message (for example, credit card information) is encrypted (send in code). Sending a message to Steinberg does not cause Steinberg to have any special responsibility to you.

Rules for Chatrooms, Bulletin Boards and Other User-Supplied Material This Site may have an area which allows you to "chat" or upload and download materials. When using any of these areas, you agree not to post, send, transmit, upload or otherwise publish through this Site, any materials that (1) interfere with anyone else's use of the Site; (2) are abusive, illegal, indecent, obscene, offensive or threatening in any way; (3) encourage anyone to break the law; (4) violate anyone's copyright or other property right; (5) interfere with the privacy of any other user; (6) contain a virus or any other harmful component; or (7) contain false or misleading statements of fact or descriptions of the origin of the material or the communication. You agree to comply with any additional terms which are referred to on this Site or any subsite within the Site.

Availability of products and services

The products and services displayed on the Site may not be available for purchase in your particular country or locality. The reference to such products and services on the Site does not imply or warrant that these products or services will be available at any time in your particular location. You should check with your local Steinberg authorized representative for the availability of specific products and services in your area.

About

VST Transit Terms of Use

VST Transit is a service of Steinberg Media Technologies GmbH (Steinberg) that can be used to exchange and save project data via the Internet between you and a third party. Steinberg offers a limited amount of free disk space and additionally further disk space with costs. When buying further disk space, the General Terms and Conditions of Steinberg apply. Steinberg guarantees availability of the service for 98% of the year. Data is exchanged between the computer used and a Steinberg server that is operated by a service provider. The data can be saved in a cloud operated by a service provider, and can be stored outside the European Union (EU) or the European Economic Area (EEA). The Steinberg End User License Agreement applies to VST Transit.

The liability of Steinberg shall be limited to the amount of annual payments for VST Transit, indirect and consequential damages shall be excluded.

Software End User License Agreement (EULA)

General

All intellectual property rights in the software belong to Steinberg Media Technologies GmbH (hereinafter: "Steinberg") and its suppliers. Steinberg permits you only to copy, download, install and use the software in accordance with the terms and conditions of this Agreement. The product may contain product activation for protection against unlawful copying which permits a permanent use of the software only after the activation process has been totally completed. The software can be used only together with the USB-eLicenser and/or the Soft-eLicenser; the OEM software may be used only following registration and Trial Version Software can be used only for a running time of 30 days. In general, you are only entitled to support and the right to upgrades or updates following a personal product registration; however, not for Trial Version Software. Internet access is required for the activation process and personal product registration. You can gather the respective requirements for the use of the product from the Steinberg product description (e.g. packing, enclosed documentation).

The terms and conditions for use of Steinberg software / hardware by you, the end user (hereinafter termed "Licensee") appear below. By installing the software on your computer you agree to these terms and conditions. Please read the following text carefully in its entirety. If you do not approve these terms and conditions, you must not install this software.

In this event give back the product back to where you have purchased it (incl. all written material, the complete undamaged packing as well as the enclosed hardware) immediately but at the latest within 14 days in return for a refund of the purchase price.

1. Definitions

„Software“ includes (i) software files and other computer information of Steinberg and third parties, (ii) demo songs and audio and video files contained therein, (iii) written documentation (manual) belonging thereto and (iv) all modified versions and copies, which are provided by Steinberg in the form of updates, upgrades, patches and enhancements of Steinberg provided that these are not regulated by another agreement.

The software and all authorized copies of this software which you make are the intellectual property of Steinberg Media Technologies GmbH (hereinafter: "Steinberg") and their suppliers. The structure, organization and code of the software constitute valuable trade secrets of Steinberg and their suppliers. The software is legally protected in particular by the copyright law of the Federal Republic of Germany and other countries as well as by international treaties.

2. Grant of license

Steinberg grants you a non-exclusive license for the use of the software according to the terms and conditions of this Agreement. You may not lease, loan or sublicense the software; unless the granting of such right will be specified as a supplement to this EULA on the software medium (CD/DVD) and/or on the invoice. Please keep these media and documents as proof of licensing.

The samples of so-called Loops remain the property of the respective rights holder (Big Fish Audio, Inc. and other licensors) and are licensed by Steinberg to you only for use in the creation of a live or recorded performance that includes the licensed samples as part of a derivative musical work created by the licensed end user. This license includes the use of the samples, the modification of the samples and the marketing of the derivative musical work without infringing any rights of copyright collecting societies and/or the owners of copyrights in any samples. The samples may not be included, whether unmodified or as part of a derivative work, in any sample library product.

If the software is protected by the eLicenser alone, you may install a license for the software on one or at most 3 computers which are in your possession. The software may be used only on one of the computers at the same time by using the USB-eLicenser. If the software (i) is protected by the Soft eLicenser (alone or together with the USB-eLicenser) or (ii) has been sold to the first end user together with other software and/or hardware (hereinafter: "OEM software") or (iii) the software can be used only for a running time of 30 days (hereinafter: "Trial Version Software"), you may install and use a license for the software only on one computer which is in your possession.

Every lecturer and student of an educational establishment may receive software according to a special licensing for educational purposes; this software may not be used for commercial purposes. Software with licensing for an educational establishment can be installed and used on a server and arbitrary workstations within the educational establishment as well as once for every lecturer and student on a computer at home for the processing of teaching related tasks of the educational establishment. Software with licensing in connection with music and schoolbooks of authorized publishing houses may be installed and used up to the maximum specified number of installations. The granting of a license for an lecturer and student, an educational establishment and the maximum number of permissible installations of the software in connection with music and schoolbooks will be specified as a supplement to this EULA on the software medium (CD/DVD) and/or on the invoice. Please keep these media and documents as proof of licensing.

The use of the software within a network is (except with licensing for an educational establishment) illegal where there is the possibility of a contemporaneous multiple use of the program.

You are entitled to prepare a backup copy of the software which will not be used for purposes other than storage purposes.

You shall have no further right or interest to use the software other than the limited rights as specified in this Agreement. Steinberg and their suppliers reserve all rights not expressly granted.

For Steinberg products including Fraunhofer mp3 coding technology, the following reference from Thomson Licensing S.A. is effective: Supply of this product does not convey a license nor imply any right to distribute content created with this product in revenue-generating broadcast systems (terrestrial, satellite, cable and/or other distribution channels), streaming applications (via Internet, intranets and/or other networks), other content distribution systems (pay-audio or audio-on-demand applications and the like) or on physical media (compact discs, digital versatile discs, semiconductor chips, hard drives, memory cards and the like). An independent license for such use is required. For details please visit http://mp3licensing.com

3. Activation of the software

Steinberg may use a compulsory activation of the software and a compulsory product registration of the OEM software for license control to protect the software against unlawful copying. If you do not accept the terms and conditions of this Agreement, the software will not work.

In such a case the product including the software may only be returned within 14 days following acquisition of the product. Upon return a claim according to § 11 shall not apply.

4. Support, upgrades and updates after product registration

You as licensee can only receive support, upgrades and updates following the personal product registration. Support is provided only for the current version and for the previous version during one year after publication of the new version. Steinberg can modify, regulate separately for special and multiple licenses and partly or completely adjust the extent of the support (hotline, on the website etc.), upgrades and updates at any time. In case of software with licensing for an educational establishment, the support may be provided according to a separate regulation, for example, with a limited number of persons with access to the usual support for a product, and the rest of users without personal registration but limited to a knowledge base with frequently asked questions and answers (FAQ). You also get support for OEM software without product registration provided that this is specified in the enclosed product documentation and on the packing, if any. In case of Trial Version Software, there exists no product registration or any support, upgrades or updates.

The product registration is possible during the activation process or at any time later through the Internet. In such a process you are asked to agree to the storage and use of your personal data (name, address, contact, email-address, date of birth and license data) for the purposes specified above. Steinberg may also forward these data to engaged third parties, in particular distributors, for support purposes and for the verification of the upgrade or update right.

If you provide an address outside the EU, the data also can be transferred to third parties in countries which do not ensure an adequate level of data protection comparable to that applying within the EU.

5. License module (USB-eLicenser and/or Soft-eLicenser)

Steinberg uses a hardware device connected through the USB connection of a computer (hereinafter "USB-eLicenser") and/or a protection scheme (hereinafter "Soft eLicenser") for license control (hardware and/or software licenser) in the case of many products. The USB-eLicenser and/or Soft eLicenser permanently saves the license information and regulates access to the software. If a USB-eLicenser is required for the use of the software, then the USB-eLicenser must be connected physically to the computer through the USB interface.

For the activation of the software, updates or upgrades of the software the computer which is connected to the USB-eLicenser and/or using the Soft eLicenser or using the OEM software must be connected to the server of Steinberg through the Internet. If the product was delivered with the USB-eLicenser, the license information was already transferred to the USB-eLicenser. If the product was delivered with a product card (without the USB-eLicenser), the activation codes of the enclosed product card must be entered manually by the user upon installation and the license information must be exchanged with the server of Steinberg.

In the event of OEM software, for which an activation is required for use, the activation codes will be send to an email-address submitted by you during a registration. Further, the activation codes must be entered manually by the user upon installation and the license information must be exchanged with the server of Steinberg.

The reinstallation of the software - on the same or another computer - is permitted only in case the already installed software cannot be used any more (e.g. following deinstallation). If the software does not use a USB-eLicenser, but requires activation codes, the new activation codes may be obtained from the user's online account for support created during the personal product registration. Further, the activation codes must be entered manually by the user upon installation and the license information must be exchanged with the server of Steinberg. Steinberg may require for the provision of further activation codes e.g. your proof of purchase (invoice, receipt) and a signed assurance by fax or letter stating your name, address and that the already installed software cannot be used any more. Trial Version Software can be used on a computer also at reinstallation only altogether 30 days.

You can also use another computer other than the one on which the software is to be installed for the activation and transfer of license data to the USB-eLicenser, if the software is using a USB-eLicenser. However, in such a case a corresponding access software (eLicenser Control Centre, "eLCC") must be installed on the computer connected to the Internet, which is subject to a separate licensing agreement.

6. Defect and loss of the USB-eLicenser

In the case of a defect or damage to the USB-eLicenser Steinberg or a third party engaged by Steinberg will check the USB-eLicenser. In the case of a legitimate claim the USB-eLicenser and the licenses included shall be replaced in return for a handling fee. The licenses will only be replaced provided that they are licenses issued by Steinberg. Further claims against Steinberg are excluded.

Steinberg assumes no liability or obligation if the USB-eLicenser is mislaid as a result of loss, theft or otherwise. Steinberg reserves the right to block the licenses saved on the USB-eLicenser upon being notified by the registered user of the loss. The licenses saved on the USB-eLicenser cannot be replaced.

7. Modification of the software

A modification of the software is permitted only insofar as far as the software is capable of such modification in accordance with its intended function. You may not decompile, disassemble, carry out reverse engineering or try in another manner to determine the source code of the software, unless this is permitted by law. Furthermore, you must not modify the binary code of the software to bypass in any manner the activation function or the use of the license module (USB-eLicenser and/or Soft eLicenser).

8. No unbundling

The software usually contains a variety of different files which in its configuration ensure the complete functionality of the software. The software may be used as one product only. It is not required that you use or install all components of the software. You must not arrange components of the software in a new way and develop a modified version of the software or a new product as a result. The configuration of the software may not be modified for the purpose of distribution, assignment or resale.

You may also not sell the USB-eLicenser separately as a license; the usage rights always remain with the software, in particular with the original software data carrier (e.g. CD).

9. Assignment of rights

You may assign all your rights to use the software to another person subject to the conditions that (a) you assign to this other person (i) this Agreement and (ii) the software or hardware provided with the software, packed or preinstalled thereon, including all copies, upgrades, updates, backup copies and previous versions, which granted a right to an update or upgrade on this software, (b) you do not retain upgrades, updates, backup copies und previous versions of this software and (c) the recipient accepts the terms and conditions of this Agreement as well as other regulations pursuant to which you acquired a valid software license.

A return of the product due to a failure to accept the terms and conditions of this Agreement, e.g. the product activation, shall not be possible following the assignment of rights.

10. Upgrades and updates

You must have a valid license for the previous or more inferior version of the software in order to be allowed to use an upgrade or update for the software; the Trial Version Software, however, does not entitle to the upgrade or update. Upon transferring this previous or more inferior version of the software to third parties the right to use the upgrade or update of the software shall expire.

The acquisition of an upgrade or update does not in itself confer any right to use the software.

The right of support for the previous or inferior version of the software expires upon the installation of an upgrade or update.

11. Limited warranty ("Gewährleistung")

The warranty ("Gewährleistung") for you as first buyer of the software located within the European Union (EU) is specified in Subsection 11.2 and the warranty for you as first buyer of the software located outside the EU is specified in Subsection 11.3 of this Agreement.

Limited Warranty within the EU: In the event that you as a first buyer of the software are located within the EU, the following limitation of liability shall apply.1. If Steinberg has sold the software directly to you as an end user, Steinberg warrants ("gewährleistet") that the software essentially executes the functions described in the enclosed documentation upon receipt, provided that the software is employed in accordance with the minimum requirements for the operating system and the computer hardware. Insignificant divergences from the functions described in the documentation do not give rise to any warranty claim. Other documents and statements are unremarkable for the composition of the product.2. If the user is consumer within the EU, the statutory warranty ("Gewährleistung") to defects of the product shall apply. If the user is a businessman, Steinberg provides warranty for defects of the product at its discretion by further fulfillment (improvement or substitute delivery) within one year. However, there exists no warranty for Trial Version Software.

Limited Warranty outside the EU: In the event that you as a first buyer of the software are located outside the EU, the following limitation of liability shall apply.1. Steinberg ensures ("gewährleistet") to the person who acquires first-time the license for the use of the software according to this Agreement, for the duration of ninety (90) days as of receipt of the software, that the software executes essentially the functions described in the enclosed documentation at receipt, provided that the software is employed according to the minimum requirements for the operating system and the computer hardware. Insignificant differences of the functions described in the documentation do not justify any warranty claim. Other documents and statements are insignificant in terms of the quality of the product.2.If the software does not essentially fulfill the functions described in the documentation, your only warranty claim against Steinberg and Steinberg's only obligation consists in an exchange of the software or a refund of the selling price at the discretion of Steinberg.3. Further warranty obligations according to the laws of your country remain unaffected. However, there exists no warranty for Trial Version Software.

12. Limitation of liability

The limitation of liability for you as first buyer of the software located within the EU is specified in Subsection 12.2 and the limitation of liability for you as first buyer of the software located outside the EU is specified in Subsection 12.3 of this Agreement.

Limitation of Liability within the EU: In the event that you as a first buyer of the software are located within the EU, the following limitation of liability shall apply.1. Irrespective of the legal grounds Steinberg shall only be liable to compensate or replace futile expenses in accordance with the following stipulations.2. Steinberg shall be liable for damages caused by the intentional or grossly negligent conduct of Steinberg, its legal representatives, managerial employees or any other vicarious agents and damages arising from death, bodily damage and damage to health from the assumption of a guarantee or from a procurement risk as well as Steinberg's liability for damages pursuant to the Product Liability Act (Produkthaftungsgesetz). In the case of damage caused by the grossly negligent conduct of any other vicarious agents, the liability shall be limited to those damages which are typically to be expected within the scope of an agreement such as the present one. Any further liability under this Agreement shall be excluded.3. In the case of damage caused neither by intentional nor by the grossly negligent conduct of Steinberg, Steinberg shall only be liable where an obligation is violated, the fulfillment of which is of particular significance to the achievement of the contractual purpose (cardinal obligation). In this case, the restrictions of liability pursuant to the foregoing subsection 12.2.2 sentences 2 and 3 shall apply. In case of Trial Version Software, the liability for damages according to this subsection shall be excluded.4. The liability for loss of data shall be limited to the typical cost and effort of retrieving the data which would have occurred, if the data had been stored properly and in a risk-adequate manner.5. This limitation of liability for Steinberg shall also apply for the benefit of Steinberg's employees in the event that any claims are filed directly against them.

Limitation of Liability outside the EU: In the event that you as a first buyer of the software are located outside the EU, the following limitation of liability shall apply.1. Except for the aforementioned rights Steinberg or Steinberg's authorized distributors assume no liability for loss, damages, claims or costs of any type, direct or indirect damages including consequential damages arising from business interruptions, injuries to persons, or lack of due care or claims of third parties, even if a representative of Steinberg was informed about the possibility of such losses, damages, costs or claims. This limitation shall apply also in the event of a fundamental breach of this Agreement.2. The total liability of Steinberg and its distributors in the context of this Agreement shall be limited to the amount which was paid for the software, if any.3. The aforementioned restrictions shall not apply in countries where a limitation of liability is inadmissible.

13. Infringement

You should inform Steinberg promptly in writing if a third party raises any claim against your use of the software. Steinberg may defend you, if you reasonably support Steinberg.

14. Final provisions

This Agreement constitutes the entire understanding of the subject matter between the parties. Subsidiary agreements have not been concluded.

Supplements and amendments of this Agreement must be made in writing; a waiver of the requirement of the written form must also be made in writing.

If any stipulation of this Agreement should be or become invalid, in whole or in part, this shall not affect the validity of the remaining stipulations. The invalid stipulation shall be deemed to be replaced by the parties with a valid regulation which comes as close as possible to the commercially desired purpose originally intended for the ineffective provision; the same shall apply in the case of a lacuna.

This Agreement shall be governed and construed by the laws of the Federal Republic of Germany and the UN Convention on the International Sale of Goods (CISG) shall not apply.

The exclusive place of jurisdiction with respect to all disputes based on or in connection with this Agreement shall be Hamburg. Steinberg can bring an action against you at your general place of jurisdiction.

Software End User License Agreement (EULA) for eLicenser Control

The following information represents the contractual conditions for the use of software, manufactured by Steinberg Media Technologies GmbH by you, the final user.

By installing the software on your computer, you are declaring yourself to be in agreement with the contractual conditions, so please read the following text carefully.

If you are not in agreement with these conditions, you must not install the software. In this event, please return the complete product (including all written matter, packaging, and any included hardware) to the dealer from whom it was originally bought. The price you paid will be refunded in full.

1. Object of the contract

The object of the contract consists of the computer programs recorded on the supplied CD-ROM(s), the relevant usage instructions, program descriptions, and hardware (e.g., "eLicenser" etc). These are described hereinafter as "Licensed software", or "Licensed hardware".

2. Grant of License

Steinberg Media Technologies GmbH grants the Licensee, for the duration of this contract, rights — which are neither exclusive nor transferrable — to use the Licensed software and Licensed hardware on one single computer only (i.e., one Central Processing Unit) at one single place. If this single computer is connected to a multi-user system, this License shall apply to all users of the system.

The Licensee may personally use the Licensed software or Licensed hardware temporarily on another computer, on condition that the said software and hardware is normally used regularly on one particular computer. Use above and beyond these limits, including use by a third party, is not permissible.

3. Permission to copy

The Licensee is given the right to prepare machine-readable copies of the Licensed software for keeping in storage, provided such copies are only intended to replace or reconstruct used or destroyed copies of the original Licensed software, and are only used within the context of the rights assigned under this contract.

The Licensee is not entitled to transfer the Licensed software into the core memory of another CPU.

The Licensee is under an obligation to keep a record of all the copies he produces, and of their locations. He must present Steinberg Media Technologies GmbH with this record at any time if there is any suspicion of misuse.

Upon the expiry of this contract, or of any subsequent contract covering the same Licensed software and hardware, the Licensee is under an obligation — whether or not requested to do so — to totally destroy all copies of the Licensed software, whether in machine-readable form or any other, and the pertinent documentation. If this Licensed software is stored electronically, the Licensee must delete it totally, and make a legally binding declaration to Steinberg Media Technologies GmbH that this obligation has been fulfilled. The original software which the Licensee receives from Steinberg Media Technologies GmbH is exempt from this requirement.

Steinberg Media Technologies GmbH, or any licensor of Steinberg Media Technologies GmbH, is the holder of all rights of ownership and other rights over the Licensed software, hardware, documentation, the CD-ROM and printed material given to the Licensee in execution of this contract. In those cases when Steinberg Media Technologies GmbH is the Licensee, Steinberg Media Technologies GmbH is entitled to pass on the Licensed software and hardware under the terms of this contract.

The Licensee assigns, and Steinberg Media Technologies GmbH accepts, the rights of ownership over all copies of the Licensed software and/or documentation produced by the Licensee during the lifetime of this contract, including any such material that may be produced by the Licensee in breach of this contract. Ownership rights to disks, diskettes, or tape of any kind is likewise assigned, except in the case of non-separable copies in the core memory of a CPU.

Whenever a copy is made, it must be ensured that Steinberg Media Technologies GmbH's copyright notice is attached, with an indication of all of Steinberg Media Technologies GmbH's rights under the foregoing paragraphs in a machine-readable form (if machine-readable copies are being prepared) and/or in plain language. An indication of the ownership and all other rights of Steinberg Media Technologies GmbH as defined in the foregoing paragraphs is to be attached clearly and visibly, printed on or firmly attached to all disks, diskettes or tape of any kind on which the Licensed software is stored. The same applies for the documentation belonging to the Licensed software and hardware, and the containers in which this documentation is stored.

5. Exclusivity of Licensed software and hardware

The Licensee is to use the Licensed software he receives from Steinberg Media Technologies GmbH, all copies thereof, and all pertinent documentation exclusively for his own purposes, and must keep it separate from third parties.

He must ensure that no third party or any of his own employees, unless authorised, will have access to the Licensed software, may copy part or all of the Licensed software, or be given any opportunity to do so. The Licensee bears legal liability towards Steinberg Media Technologies GmbH for any loss or damage — including any subsequent losses incurred by Steinberg Media Technologies GmbH — resulting from the Licensee not keeping the programs for exclusive use, or not doing so with sufficient assiduity.

The Licensee is in particular not entitled to grant any third party rights of usership over the Licensed software or hardware. Occasional use by a third party is only permissible if this is absolutely essential for the Licensee's use. Renting or lending out the Licensed software and hardware is expressly forbidden.

6. Guarantee and legal liability

Steinberg Media Technologies GmbH and the Licensee are aware that functional defects in the Licensed software cannot be totally ruled out, despite the present state of technical knowledge, even if the very greatest care is taken. The unrestricted functionality of the Licensed software and/or the rectification of all faults therefore cannot be totally guaranteed.

Steinberg Media Technologies GmbH's legal liability for programming errors in the Licensed software, including later up-dates provided for under this contract, is therefore restricted to any case of Steinberg Media Technologies GmbH acting with intent or gross negligence.

Having stated this, Steinberg Media Technologies GmbH takes on the guarantee towards the Licensee that, at the point in time when the contract is concluded, the Licensed software and hardware will prove to be free of all material and technical defects under normal operating conditions. Should the CD-ROM or the Licensed hardware prove defective, the Licensee can demand their replacement during a period of 6 months from receipt of the Licensed software and hardware. In this instance he must return the CD-ROM containing the Licensed software and any Licensed hardware, including hand-books, documentation, and a copy of the invoice/receipt, to Steinberg Media Technologies GmbH's sales organisation in his country, or to the dealer from whom it was bought.

Steinberg Media Technologies GmbH undertakes, for a period of six months from the conclusion of this contract, to undertake everything that can be expected to ensure the functionality of the Licensed software and hardware in compliance with the specifications and the program description. The provision for this guarantee is that the Licensed software and hardware be operated in the configuration provided for, and under appropriate operating conditions. Steinberg Media Technologies GmbH does not guarantee uninterrupted and faultless operation.

All guarantee claims on behalf of the Licensee become invalid if he tampers with the Licensed software or hardware, or modifies them in any way whatsoever, regardless of the extent of such modifications. The translation of the Licensed software into any other program language is also to be regarded as a modification.

At Steinberg Media Technologies GmbH's discretion, the guarantee can take the form of changing the Licensed software or hardware, or exchanging it for different Licensed software or hardware. In those instances when, within the context of the guarantee, the scope of the Licensed software would have to be changed, in particular if more memory capacity is needed for the program, the Licensee can make no claims of any kind against Steinberg Media Technologies GmbH.

The Licensee has no rights over and above the aforementioned. Steinberg Media Technologies GmbH bears no liability for any loss or damage to the Licensed software or hardware, or to other programs and/or the hardware being used, for the loss of working results, turnover, or profit, or for direct or indirect loss or damage suffered by the Licensee or any third party, unless such loss or damage has been caused by Steinberg Media Technologies GmbH acting with intent or gross negligence. Steinberg Media Technologies GmbH in particular provides no guarantee that the Licensed software or hardware meets the Licensee's requirements and purposes, or can work in conjunction with other programs he may have selected. The responsibility for the correct selection and for the use of the Licensed software and hardware, and for the results aimed for or achieved, is borne by the Licensee.

7. Duration of the contract and notice of termination

The contract comes into force from the moment the software is installed on your computer or when the registration card is returned, and remains in force for an unspecified time until notice of termination is served either by the Licensee or by Steinberg Media Technologies GmbH.

The Licensee can serve 30 days notice of termination at any time by registered letter.

Both parties are free to serve extraordinary notice of termination for a major cause. If the Licensee should infringe any of the above obligations, this will be regarded as a major cause justifying Steinberg Media Technologies GmbH's termination of the contract. Steinberg Media Technologies GmbH is free to decide at its own discretion in what form this notice should be served.

As soon as the notice of termination takes effect, the Licensee is to return to Steinberg Media Technologies GmbH the originals of the Licensed software and the hardware he received from Steinberg Media Technologies GmbH, to destroy all copies and recordings of the Licensed software, and to give a legally binding written assurance that he has done so.

8. Concluding stipulations

This contract shall be exclusively subject to the laws of the state in which it is published.

The Licensee declares himself to be in agreement with the personal data obtained through this business relationship which may be used by Steinberg Media Technologies GmbH for its own company purposes, and for the purposes of its Company Group, within the boundaries of the relevant Data Protection laws.

If any stipulation of this License contract should be or become invalid, either completely or in part, this shall not affect the validity of the remaining stipulations. The parties undertake instead to replace the invalid stipulation with a valid regulation which comes as close as possible to the purpose originally intended.

The place of jurisdiction is the location of the national sales company or agent. Steinberg Media Technologies GmbH can also however, at its discretion, open proceedings at the registered address of the Licensee.

Should you have any queries concerning this License contract, or wish to speak to Steinberg Media Technologies GmbH about any matter, please contact the following in writing: see address of the national sales company or agent.

Steinberg Authorized Warranties For The United States Market

Steinberg North America ("SNA") a department of Yamaha Corporation of America (“Yamaha”) is the exclusive authorized U.S. importer and distributor of Steinberg products. Only Steinberg hardware products designed and manufactured for the United States meet applicable product safety standards. Only SNA Authorized Dealers can provide new Steinberg hardware products with warranty coverage valid in the United States. Only SNA Authorized Dealers are trained to provide you with service and support before, during and after your purchase. Many retailers attempt to trade on the valuable reputation of the Steinberg name – before you buy from them, SNA would like you to know the potential risks of doing so.

Safety Issues

Steinberg's electronic hardware products operate on normal alternating current. The importation, distribution and use of such products not designed for the United States can result in (a) damage to the product; (b) damage to household wiring; (c) fire; (d) loss of insurance coverage and, in some jurisdictions (e) violation of municipal ordinances. Further, any attempt to modify such products to enable them to operate on normal U.S. voltage and current may increase the above risks, and is also likely to void any non-U.S. warranty coverage as may have existed for the product.

Warranty Policies

SNA provides warranty coverage for new Steinberg products originally sold by Authorized Dealers located in the United States. Check our dealer locatorfor a list of U.S. Authorized Dealers. Steinberg products purchased from retailers other than SNA Authorized Dealers (whether via the Internet, or otherwise) will NOT be covered by Steinberg's warranties, and U.S. service centers will not repair such products under warranty.

All Steinberg hardware product qualifies for a 1 year warranty, including parts and labor.

Should warranty service be required, you will need to be able to provide reasonable proof of purchase. Please save your sales receipt or other similar document. In the case of contractor– installed equipment, a photocopy of the site acceptance document would be considered acceptable.

Notify your SNA Dealer of any alleged defect promptly upon discovery or contact SNA Support directly at steinbergproductinfo@yamaha.com or by letter to Steinberg Technical Support, 11711 N College Avenue Suite 190, Carmel IN 46032.

EXCLUSIONS

Products not specifically marketed for installation in areas exposed to the elements (sun, wind, rain, etc.) are not covered for defects that are attributable to this type of installation.

Products sold by retailers or sound contractors NOT authorized by SNA to sell Steinberg hardware products and those products whose trademark, name or identification numbers have been altered or removed are not covered by this warranty.

Product failures that are the result of abnormal strain, negligence, misuse, improper installation or operation, or failure to follow instructions contained in the owner’s manual. Abuse, modification, or accidental damage are not covered by this warranty.

RFI/EMI (interference/noise) caused by improper grounding or the improper use of either certified or uncertified equipment is not covered by this warranty.

Products that have been, or have attempted to have been, repaired by anyone other than SNA or a party authorized by Steinberg.

THIS WARRANTY IS APPLICABLE FOR PRODUCT PURCHASED AND USED IN THE FIFTY (50) STATES OF THE USA AND THE DISTRICT OF COLUMBIA ONLY. IT IS NOT APPLICABLE IN THE POSSESSIONS OR TERRITORIES OF THE USA OR IN ANY OTHER COUNTRY. THIS IS THE ONLY EXPRESS WARRANTY WHICH YAMAHA MAKES IN CONNECTION WITH THE ABOVE LISTED PRODUCTS. ANY IMPLIED WARRANTY APPLICABLE TO THESE PRODUCTS, INCLUDING THE WARRANTY OF MERCHANTABILITY, IS LIMITED TO THE DURATION OF THE EXPRESS WARRANTY. YAMAHA EXCLUDES AND SHALL NOT BE LIABLE IN ANY EVENT FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST. THEREFORE, THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.